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COMMERCIAL CODE(810 ILCS 5/) Uniform Commercial Code.

810 ILCS 5/Art. 2A

(810 ILCS 5/Art. 2A heading)

ARTICLE 2A. LEASES

810 ILCS 5/Art. 2A Pt. 1

(810 ILCS 5/Art. 2A Pt. 1 heading)

PART 1. GENERAL PROVISIONS

810 ILCS 5/2A-101

(810 ILCS 5/2A-101)(from Ch. 26, par. 2A-101)Sec. 2A-101. Short title. This Article shall be known and may be cited
as the Uniform Commercial Code; Leases.(Source: P.A. 87-493.)

person who, in good faith and without knowledge that the sale to him or her is in violation of the ownership rights or security interest or leasehold interest of a third party in the goods, buys in ordinary course from a person in the business of selling goods of that kind but does not include a pawnbroker. "Buying" may be for cash or by exchange of other property or on secured or unsecured credit and includes acquiring goods or documents of title under a pre-existing contract for sale but does not include a transfer in bulk or as security for or in total or partial satisfaction of a money debt.

(b) "Cancellation" occurs when either party puts an

end to the lease contract for default by the other party.

(c) "Commercial unit" means such a unit of goods as

by commercial usage is a single whole for purposes of lease and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article, as a machine, or a set of articles, as a suite of furniture or a line of machinery, or a quantity, as a gross or carload, or any other unit treated in use or in the relevant market as a single whole.

(d) "Conforming" goods or performance under a lease

contract means goods or performance that are in accordance with the obligations under the lease contract.

(e) "Consumer lease" means a lease that a lessor

regularly engaged in the business of leasing or selling makes to a lessee who is an individual and who takes under the lease primarily for a personal, family, or household purpose, if the total payments to be made under the lease contract, excluding payments for options to renew or buy, do not exceed $40,000.

(f) "Fault" means wrongful act, omission, breach, or

default.

(g) "Finance lease" means a lease with respect to

which:

(i) the lessor does not select, manufacture, or

supply the goods;

(ii) the lessor acquires the goods or the right

to possession and use of the goods in connection with the lease; and

(iii) one of the following occurs:(A) the lessee receives a copy of the

contract by which the lessor acquired the goods or the right to possession and use of the goods before signing the lease contract;

(B) the lessee's approval of the contract by

which the lessor acquired the goods or the right to possession and use of the goods is a condition to effectiveness of the lease contract;

(C) the lessee, before signing the lease

contract, receives an accurate and complete statement designating the promises and warranties, and any disclaimers of warranties, limitations or modifications of remedies, or liquidated damages, including those of a third party, such as the manufacturer of the goods, provided to the lessor by the person supplying the goods in connection with or as part of the contract by which the lessor acquired the goods or the right to possession and use of the goods; or

(D) if the lease is not a consumer lease, the

lessor, before the lessee signs the lease contract, informs the lessee in writing (a) of the identity of the person supplying the goods to the lessor, unless the lessee has selected that person and directed the lessor to acquire the goods or the right to possession and use of the goods from that person, (b) that the lessee is entitled under this Article to the promises and warranties, including those of any third party, provided to the lessor by the person supplying the goods in connection with or as part of the contract by which the lessor acquired the goods or the right to possession and use of the goods, and (c) that the lessee may communicate with the person supplying the goods to the lessor and receive an accurate and complete statement of those promises and warranties, including any disclaimers and limitations of them or of remedies.

(h) "Goods" means all things that are movable at the

time of identification to the lease contract, or are fixtures (Section 2A-309), but the term does not include money, documents, instruments, accounts, chattel paper, general intangibles, or minerals or the like, including oil and gas, before extraction. The term also includes the unborn young of animals.

(i) "Installment lease contract" means a lease

contract that authorizes or requires the delivery of goods in separate lots to be separately accepted, even though the lease contract contains a clause "each delivery is a separate lease" or its equivalent.

(j) "Lease" means a transfer of the right to

possession and use of goods for a term in return for consideration, but a sale, including a sale on approval or a sale or return, or retention or creation of a security interest is not a lease. Unless the context clearly indicates otherwise, the term includes a sublease.

(k) "Lease agreement" means the bargain, with respect

to the lease, of the lessor and the lessee in fact as found in their language or by implication from other circumstances including course of dealing or usage of trade or course of performance as provided in this Article. Unless the context clearly indicates otherwise, the term includes a sublease agreement.

(l) "Lease contract" means the total legal obligation

that results from the lease agreement as affected by this Article and any other applicable rules of law. Unless the context clearly indicates otherwise, the term includes a sublease contract.

(m) "Leasehold interest" means the interest of the

lessor or the lessee under a lease contract.

(n) "Lessee" means a person who acquires the right to

possession and use of goods under a lease. Unless the context clearly indicates otherwise, the term includes a sublessee.

(o) "Lessee in ordinary course of business" means a

person who in good faith and without knowledge that the lease to him or her is in violation of the ownership rights or security interest or leasehold interest of a third party in the goods leases in ordinary course from a person in the business of selling or leasing goods of that kind but does not include a pawnbroker. "Leasing" may be for cash or by exchange of other property or on secured or unsecured credit and includes acquiring goods or documents of title under a pre-existing lease contract but does not include a transfer in bulk or as security for or in total or partial satisfaction of a money debt.

(p) "Lessor" means a person who transfers the right

to possession and use of goods under a lease. Unless the context clearly indicates otherwise, the term includes a sublessor.

(q) "Lessor's residual interest" means the lessor's

interest in the goods after expiration, termination, or cancellation of the lease contract.

(r) "Lien" means a charge against or interest in

goods to secure payment of a debt or performance of an obligation, but the term does not include a security interest.

(s) "Lot" means a parcel or a single article that is

the subject matter of a separate lease or delivery, whether or not it is sufficient to perform the lease contract.

(t) "Merchant lessee" means a lessee that is a

merchant with respect to goods of the kind subject to the lease.

(u) "Present value" means the amount as of a date

certain of one or more sums payable in the future, discounted to the date certain. The discount is determined by the interest rate specified by the parties if the rate was not manifestly unreasonable at the time the transaction was entered into; otherwise, the discount is determined by a commercially reasonable rate that takes into account the facts and circumstances of each case at the time the transaction was entered into.

(v) "Purchase" includes taking by sale, lease,

mortgage, security interest, pledge, gift, or any other voluntary transaction creating an interest in goods.

(w) "Sublease" means a lease of goods the right to

possession and use of which was acquired by the lessor as a lessee under an existing lease.

(x) "Supplier" means a person from whom a lessor buys

or leases goods to be leased under a finance lease.

(y) "Supply contract" means a contract under which a

lessor buys or leases goods to be leased.

(z) "Termination" occurs when either party pursuant

to a power created by agreement or law puts an end to the lease contract otherwise than for default.

(810 ILCS 5/2A-104)(from Ch. 26, par. 2A-104)Sec. 2A-104. Leases subject to other law. (1) A lease, although subject to this Article, is also
subject to any applicable:(a) certificate of title statute of this State:

(Article I and Article II of Chapter 3 of The Illinois Vehicle Code; Article IIIA and Article IIIB of the Boat Registration and Safety Act);

(b) certificate of title statute of another

jurisdiction (Section 2A-105); or

(c) consumer protection statute of this State, or

final consumer protection decision of a court of this State existing on the effective date of this Article.

(2) In case of conflict between this Article, other than Sections
2A-105, 2A-304(3), and 2A-305(3), and a statute or decision referred to in
subsection (1), the statute or decision controls.(3) Failure to comply with an applicable law has only the effect
specified therein.(Source: P.A. 87-493.)

810 ILCS 5/2A-105

(810 ILCS 5/2A-105)(from Ch. 26, par. 2A-105)Sec. 2A-105. Territorial application of Article to goods covered by
certificate of title. Subject to the provisions of Sections 2A-304(3) and
2A-305(3), with respect to goods covered by a certificate of title issued
under a statute of this State or of another jurisdiction, compliance and
the effect of compliance or noncompliance with a certificate of title
statute are governed by the law (including the conflict of laws rules) of
the jurisdiction issuing the certificate until the earlier of (a) surrender
of the certificate or (b) 4 months after the goods are removed from that
jurisdiction and thereafter until a new certificate of title is issued by
another jurisdiction.(Source: P.A. 87-493.)

810 ILCS 5/2A-106

(810 ILCS 5/2A-106)(from Ch. 26, par. 2A-106)Sec. 2A-106. Limitation on power of parties to
consumer lease to choose applicable law and judicial
forum.(1) If the law chosen by the parties to a consumer lease
is that of a jurisdiction other than a jurisdiction in which the
lessee resides at the time the lease agreement becomes
enforceable or within 30 days thereafter or in which the goods
are to be used, the choice is not enforceable.(2) If the judicial forum chosen by the parties to a
consumer lease is a forum that would not otherwise have
jurisdiction over the lessee, the choice is not enforceable.(Source: P.A. 87-493.)

810 ILCS 5/2A-107

(810 ILCS 5/2A-107)(from Ch. 26, par. 2A-107)Sec. 2A-107. Waiver or renunciation of claim or right after default. Any claim or right arising out of an alleged default or breach
of warranty may be discharged in whole or in part without
consideration by a written waiver or renunciation signed and
delivered by the aggrieved party.(Source: P.A. 87-493.)

810 ILCS 5/2A-108

(810 ILCS 5/2A-108)(from Ch. 26, par. 2A-108)Sec. 2A-108. Unconscionability. (1) If the court as a matter of law finds a lease contract
or any clause of a lease contract to have been unconscionable at
the time it was made, the court may refuse to enforce the lease
contract, or it may enforce the remainder of the lease contract
without the unconscionable clause, or it may so limit the
application of any unconscionable clause as to avoid any
unconscionable result.(2) With respect to a consumer lease, if the court as a
matter of law finds that a lease contract or any clause of a lease
contract has been induced by unconscionable conduct or that
unconscionable conduct has occurred in the collection of a claim
arising from a lease contract, the court may grant appropriate
relief.(3) Before making a finding of unconscionability under
subsection (1) or (2), the court, on its own motion or that of a
party, shall afford the parties a reasonable opportunity to
present evidence as to the setting, purpose, and effect of the
lease contract or clause thereof, or of the conduct.(4) In an action in which the lessee claims
unconscionability with respect to a consumer lease:(a) If the court finds unconscionability under

the lessee claiming unconscionability has brought or maintained an action he or she knew to be groundless, the court shall award reasonable attorney's fees to the party against whom the claim is made.

(c) In determining attorney's fees, the amount of the

recovery on behalf of the claimant under subsections (1) and (2) is not controlling.

(Source: P.A. 87-493.)

810 ILCS 5/2A-109

(810 ILCS 5/2A-109)(from Ch. 26, par. 2A-109)Sec. 2A-109. Option to accelerate at will. (1) A term providing that one party or his or her
successor in interest may accelerate payment or performance or
require collateral or additional collateral "at will" or "when he
or she deems himself or herself insecure" or in words of
similar import must be construed to mean that he or she has
power to do so only if he or she in good faith believes that
the prospect of payment or performance is impaired.(2) With respect to a consumer lease, the burden of
establishing good faith under subsection (1) is on the party who
exercised the power; otherwise the burden of establishing lack
of good faith is on the party against whom the power has been
exercised.(Source: P.A. 87-493.)

810 ILCS 5/Art. 2A Pt. 2

(810 ILCS 5/Art. 2A Pt. 2 heading)

PART 2. FORMATION AND CONSTRUCTION OF LEASE CONTRACT

810 ILCS 5/2A-201

(810 ILCS 5/2A-201)(from Ch. 26, par. 2A-201)Sec. 2A-201. Statute of frauds. (1) A lease contract is not enforceable by way of action
or defense unless:(a) the total payments to be made under the lease

contract, excluding payments for options to renew or buy, are less than $1,000; or

(b) there is a writing, signed by the party against

whom enforcement is sought or by that party's authorized agent, sufficient to indicate that a lease contract has been made between the parties and to describe the goods leased and the lease term.

(2) Any description of leased goods or of the lease term
is sufficient and satisfies subsection (1)(b), whether or not it is
specific, if it reasonably identifies what is described.(3) A writing is not insufficient because it omits or
incorrectly states a term agreed upon, but the lease contract is
not enforceable under subsection (1)(b) beyond the lease term
and the quantity of goods shown in the writing.(4) A lease contract that does not satisfy the
requirements of subsection (1), but which is valid in other
respects, is enforceable:(a) if the goods are to be specially manufactured or

obtained for the lessee and are not suitable for lease or sale to others in the ordinary course of the lessor's business, and the lessor, before notice of repudiation is received and under circumstances that reasonably indicate that the goods are for the lessee, has made either a substantial beginning of their manufacture or commitments for their procurement;

(b) if the party against whom enforcement is sought

admits in that party's pleading, testimony, or otherwise in court that a lease contract was made, but the lease contract is not enforceable under this provision beyond the quantity of goods admitted; or

(c) with respect to goods that have been received and

accepted by the lessee.

(5) The lease term under a lease contract referred to in
subsection (4) is:(a) if there is a writing signed by the party against

whom enforcement is sought or by that party's authorized agent specifying the lease term, the term so specified;

(b) if the party against whom enforcement is sought

admits in that party's pleading, testimony, or otherwise in court a lease term, the term so admitted; or

(c) a reasonable lease term.(Source: P.A. 87-493.)

810 ILCS 5/2A-202

(810 ILCS 5/2A-202)(from Ch. 26, par. 2A-202)Sec. 2A-202. Final written expression; parol or
extrinsic evidence.
Terms with respect to which the confirmatory memoranda of
the parties agree or which are otherwise set forth in a writing
intended by the parties as a final expression of their agreement
with respect to such terms as are included therein may not be
contradicted by evidence of any prior agreement or of a
contemporaneous oral agreement but may be explained or
supplemented:(a) by course of dealing or usage of trade or by

course of performance; and

(b) by evidence of consistent additional terms unless

the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.

(Source: P.A. 87-493.)

810 ILCS 5/2A-203

(810 ILCS 5/2A-203)(from Ch. 26, par. 2A-203)Sec. 2A-203. Seals inoperative. The affixing of a seal to a writing
evidencing a lease contract or an offer to enter into a lease contract does
not render the writing a sealed instrument and the law with respect to
sealed instruments does not apply to the lease contract or offer.(Source: P.A. 87-493.)

810 ILCS 5/2A-204

(810 ILCS 5/2A-204)(from Ch. 26, par. 2A-204)Sec. 2A-204. Formation in general. (1) A lease contract may be made in any manner
sufficient to show agreement, including conduct by both parties
which recognizes the existence of a lease contract.(2) An agreement sufficient to constitute a lease contract
may be found although the moment of its making is
undetermined.(3) Although one or more terms are left open, a lease
contract does not fail for indefiniteness if the parties have
intended to make a lease contract and there is a reasonably
certain basis for giving an appropriate remedy.(Source: P.A. 87-493.)

810 ILCS 5/2A-205

(810 ILCS 5/2A-205)(from Ch. 26, par. 2A-205)Sec. 2A-205. Firm offers. An offer by a merchant to lease goods to or
from another person in a signed writing that by its terms gives assurance
it will be held open is not revocable, for lack of consideration, during
the time stated or, if no time is stated, for a reasonable time, but in no
event may the period of irrevocability exceed 3 months. Any such term of
assurance on a form supplied by the offeree must be separately signed by
the offeror.(Source: P.A. 87-493.)

810 ILCS 5/2A-206

(810 ILCS 5/2A-206)(from Ch. 26, par. 2A-206)Sec. 2A-206. Offer and acceptance in formation of
lease contract.(1) Unless otherwise unambiguously indicated by the
language or circumstances, an offer to make a lease contract
must be construed as inviting acceptance in any manner and by
any medium reasonable in the circumstances.(2) If the beginning of a requested performance is a
reasonable mode of acceptance, an offeror who is not notified of
acceptance within a reasonable time may treat the offer as having
lapsed before acceptance.(Source: P.A. 87-493.)

(810 ILCS 5/2A-208)(from Ch. 26, par. 2A-208)Sec. 2A-208. Modification, rescission, and waiver. (1) An agreement modifying a lease contract needs no
consideration to be binding.(2) A signed lease agreement that excludes modification or
rescission except by a signed writing may not be otherwise
modified or rescinded, but, except as between merchants, such a
requirement on a form supplied by a merchant must be
separately signed by the other party.(3) Although an attempt at modification or rescission does
not satisfy the requirements of subsection (2), it may operate as
a waiver.(4) A party who has made a waiver affecting an
executory portion of a lease contract may retract the waiver by
reasonable notification received by the other party that strict
performance will be required of any term waived, unless the
retraction would be unjust in view of a material change of
position in reliance on the waiver.(Source: P.A. 87-493.)

810 ILCS 5/2A-209

(810 ILCS 5/2A-209)(from Ch. 26, par. 2A-209)Sec. 2A-209. Lessee under finance lease as beneficiary
of supply contract.(1) The benefit of a supplier's promises to the lessor
under the supply contract and of all warranties, whether
express or implied, including those of any third party provided in
connection with or as part of the supply contract, extends to the
lessee to the extent of the lessee's leasehold interest under a
finance lease related to the supply contract, but is subject to the
terms of the warranty and of the supply contract and all defenses
or claims arising therefrom.(2) The extension of the benefit of a supplier's promises and of
warranties to the lessee (Section 2A-209(1)) does not: (i) modify the
rights and obligations of the parties to the supply contract, whether
arising therefrom or otherwise, or (ii) impose any duty or liability under
the supply contract on the lessee.(3) Any modification or rescission of the supply contract by the
supplier and the lessor is effective between the supplier and the lessee
unless, before the modification or rescission, the supplier has received
notice that the lessee has entered into a finance lease related to the
supply contract. If the modification or rescission is effective between
the supplier and the lessee, the lessor is deemed to have assumed, in
addition to the obligations of the lessor to the lessee under the lease
contract, promises of the supplier to the lessor and warranties that were
so modified or rescinded as they existed and were available to the lessee
before modification or rescission.(4) In addition to the extension of the benefit of the supplier's
promises and of warranties to the lessee under subsection (1), the
lessee retains all rights that the lessee may have against the supplier
which arise from an agreement between the lessee and the supplier or
under other law.(Source: P.A. 87-493.)

810 ILCS 5/2A-210

(810 ILCS 5/2A-210)(from Ch. 26, par. 2A-210)Sec. 2A-210. Express warranties. (1) Express warranties by the lessor are created as
follows:(a) Any affirmation of fact or promise made by the

lessor to the lessee which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods will conform to the affirmation or promise.

(b) Any description of the goods which is made part

of the basis of the bargain creates an express warranty that the goods will conform to the description.

(c) Any sample or model that is made part of the

basis of the bargain creates an express warranty that the whole of the goods will conform to the sample or model.

(2) It is not necessary to the creation of an express
warranty that the lessor use formal words, such as "warrant" or
"guarantee", or that the lessor have a specific intention to make
a warranty, but an affirmation merely of the value of the goods
or a statement purporting to be merely the lessor's opinion or
commendation of the goods does not create a warranty.(Source: P.A. 87-493.)

810 ILCS 5/2A-211

(810 ILCS 5/2A-211)(from Ch. 26, par. 2A-211)Sec. 2A-211. Warranties against interference and
against infringement; lessee's obligation against
infringement.(1) There is in a lease contract a warranty that for the
lease term no person holds a claim to or interest in the goods
that arose from an act or omission of the lessor, other than a
claim by way of infringement or the like, which will interfere
with the lessee's enjoyment of its leasehold interest.(2) Except in a finance lease, there is in a lease contract
by a lessor who is a merchant regularly dealing in goods of the
kind a warranty that the goods are delivered free of the rightful
claim of any person by way of infringement or the like.(3) A lessee who furnishes specifications to a lessor or a
supplier shall hold the lessor and the supplier harmless against
any claim by way of infringement or the like that arises out of
compliance with the specifications.(Source: P.A. 87-493.)

810 ILCS 5/2A-212

(810 ILCS 5/2A-212)(from Ch. 26, par. 2A-212)Sec. 2A-212. Implied warranty of merchantability. (1) Except in a finance lease, a warranty that the goods
will be merchantable is implied in a lease contract if the lessor is
a merchant with respect to goods of that kind.(2) Goods to be merchantable must be at least such as:(a) pass without objection in the trade under the

description in the lease agreement;

(b) in the case of fungible goods, are of fair

average quality within the description;

(c) are fit for the ordinary purposes for which goods

of that type are used;

(d) run, within the variation permitted by the lease

agreement, of even kind, quality, and quantity within each unit and among all units involved;

(e) are adequately contained, packaged, and labeled

as the lease agreement may require; and

(f) conform to any promises or affirmations of fact

made on the container or label.

(3) Other implied warranties may arise from course of
dealing or usage of trade.(Source: P.A. 87-493.)

810 ILCS 5/2A-213

(810 ILCS 5/2A-213)(from Ch. 26, par. 2A-213)Sec. 2A-213. Implied warranty of fitness for particular purpose. Except in a finance lease, if the lessor at the time the lease
contract is made has reason to know of any particular purpose
for which the goods are required and that the lessee is relying
on the lessor's skill or judgment to select or furnish suitable
goods, there is in the lease contract an implied warranty that
the goods will be fit for that purpose.(Source: P.A. 87-493.)

810 ILCS 5/2A-214

(810 ILCS 5/2A-214)(from Ch. 26, par. 2A-214)Sec. 2A-214. Exclusion or modification of warranties. (1) Words or conduct relevant to the creation of an
express warranty and words or conduct tending to negate or
limit a warranty must be construed wherever reasonable as
consistent with each other; but, subject to the provisions of
Section 2A-202 on parol or extrinsic evidence, negation or
limitation is inoperative to the extent that the construction is
unreasonable.(2) Subject to subsection (3), to exclude or modify the
implied warranty of merchantability or any part of it the
language must mention "merchantability", be by a writing, and
be conspicuous. Subject to subsection (3), to exclude or modify
any implied warranty of fitness the exclusion must be by
a writing and be conspicuous. Language to exclude all implied
warranties of fitness is sufficient if it is in writing, is conspicuous and
states, for example, "There is no warranty that the goods will be fit for a
particular purpose.".(3) Notwithstanding subsection (2), but subject to
subsection (4),(a) unless the circumstances indicate otherwise, all

implied warranties are excluded by expressions like "as is" or "with all faults" or by other language that in common understanding calls the lessee's attention to the exclusion of warranties and makes plain that there is no implied warranty, if in writing and conspicuous;

(b) if the lessee before entering into the lease

contract has examined the goods or the sample or model as fully as desired or has refused to examine the goods, there is no implied warranty with regard to defects that an examination ought in the circumstances to have revealed; and

(c) an implied warranty may also be excluded or

modified by course of dealing, course of performance, or usage of trade.

(4) To exclude or modify a warranty against interference
or against infringement (Section 2A-211) or any part of it, the
language must be specific, be by a writing, and be conspicuous,
unless the circumstances, including course of performance,
course of dealing, or usage of trade, give the lessee reason to
know that the goods are being leased subject to a claim or
interest of any person.(Source: P.A. 87-493.)

810 ILCS 5/2A-215

(810 ILCS 5/2A-215)(from Ch. 26, par. 2A-215)Sec. 2A-215. Cumulation and conflict of warranties express or implied. Warranties, whether express or implied, must be construed as
consistent with each other and as cumulative, but if that
construction is unreasonable, the intention of the parties
determines which warranty is dominant. In ascertaining that
intention the following rules apply:(a) Exact or technical specifications displace an

inconsistent sample or model or general language of description.

(b) A sample from an existing bulk displaces

inconsistent general language of description.

(c) Express warranties displace inconsistent implied

warranties other than an implied warranty of fitness for a particular purpose.

(Source: P.A. 87-493.)

810 ILCS 5/2A-216

(810 ILCS 5/2A-216)(from Ch. 26, par. 2A-216)Sec. 2A-216. Third-party beneficiaries of express and implied
warranties. A warranty to or for the benefit of a lessee under this
Article, whether express or implied, extends to any person who
may reasonably be expected to use, consume, or be affected by
the goods and who is injured by breach of the warranty. The
operation of this Section may not be excluded, modified, or
limited with respect to injury to the person of an individual to
whom the warranty extends, but an exclusion, modification, or
limitation of the warranty, including any with respect to rights
and remedies, effective against the lessee is also effective
against the beneficiary designated under this Section.(Source: P.A. 87-493.)

810 ILCS 5/2A-217

(810 ILCS 5/2A-217)(from Ch. 26, par. 2A-217)Sec. 2A-217. Identification. Identification of goods as goods to which a
lease contract refers may be made at any time and in any manner explicitly
agreed to by the parties. In the absence of explicit agreement,
identification occurs:(a) when the lease contract is made if the lease

contract is for a lease of goods that are existing and identified;

(b) when the goods are shipped, marked, or otherwise

designated by the lessor as goods to which the lease contract refers, if the lease contract is for a lease of goods that are not existing and identified; or

(c) when the young are conceived, if the lease

contract is for a lease of unborn young of animals.

(Source: P.A. 87-493.)

810 ILCS 5/2A-218

(810 ILCS 5/2A-218)(from Ch. 26, par. 2A-218)Sec. 2A-218. Insurance and proceeds. (1) A lessee obtains an insurable interest when existing
goods are identified to the lease contract even though the goods
identified are nonconforming and the lessee has an option to
reject them.(2) If a lessee has an insurable interest only by reason
of the lessor's identification of the goods, the lessor, until
default or insolvency or notification to the lessee that
identification is final, may substitute other goods for those
identified.(3) Notwithstanding a lessee's insurable interest under
subsections (1) and (2), the lessor retains an insurable interest
until an option to buy has been exercised by the lessee and risk
of loss has passed to the lessee.(4) Nothing in this Section impairs any insurable interest
recognized under any other statute or rule of law.(5) The parties by agreement may determine that one or
more parties have an obligation to obtain and pay for insurance
covering the goods and by agreement may determine the
beneficiary of the proceeds of the insurance.(Source: P.A. 87-493.)

810 ILCS 5/2A-219

(810 ILCS 5/2A-219)(from Ch. 26, par. 2A-219)Sec. 2A-219. Risk of loss. (1) Except in the case of a finance lease, risk of loss is
retained by the lessor and does not pass to the lessee. In the
case of a finance lease, risk of loss passes to the lessee.(2) Subject to the provisions of this Article on the effect
of default on risk of loss (Section 2A-220), if risk of loss is to
pass to the lessee and the time of passage is not stated, the
following rules apply:(a) If the lease contract requires or authorizes the

goods to be shipped by carrier

(i) and it does not require delivery at a

particular destination, the risk of loss passes to the lessee when the goods are duly delivered to the carrier; but

(ii) if it does require delivery at a particular

destination and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the lessee when the goods are there duly so tendered as to enable the lessee to take delivery.

(b) If the goods are held by a bailee to be delivered

without being moved, the risk of loss passes to the lessee on acknowledgment by the bailee of the lessee's right to possession of the goods.

(c) In any case not within paragraph (a) or (b), the

risk of loss passes to the lessee on the lessee's receipt of the goods if the lessor, or, in the case of a finance lease, the supplier, is a merchant; otherwise the risk passes to the lessee on tender of delivery.

(Source: P.A. 87-493.)

810 ILCS 5/2A-220

(810 ILCS 5/2A-220)(from Ch. 26, par. 2A-220)Sec. 2A-220. Effect of default on risk of loss. (1) Where risk of loss is to pass to the lessee and the
time of passage is not stated:(a) If a tender or delivery of goods so fails to

conform to the lease contract as to give a right of rejection, the risk of their loss remains with the lessor, or, in the case of a finance lease, the supplier, until cure or acceptance.

(b) If the lessee rightfully revokes acceptance, he

or she, to the extent of any deficiency in his or her effective insurance coverage, may treat the risk of loss as having remained with the lessor from the beginning.

(2) Whether or not risk of loss is to pass to the lessee,
if the lessee as to conforming goods already identified to a lease
contract repudiates or is otherwise in default under the lease
contract, the lessor, or, in the case of a finance lease, the
supplier, to the extent of any deficiency in his or her
effective insurance coverage may treat the risk of loss as resting
on the lessee for a commercially reasonable time.(Source: P.A. 87-493.)

810 ILCS 5/2A-221

(810 ILCS 5/2A-221)(from Ch. 26, par. 2A-221)Sec. 2A-221. Casualty to identified goods. If a lease contract requires goods identified when the lease
contract is made, and the goods suffer casualty without fault of
the lessee, the lessor, or the supplier before delivery, or the
goods suffer casualty before risk of loss passes to the lessee
pursuant to the lease agreement or Section 2A-219, then:(a) if the loss is total, the lease contract is avoided; and(b) if the loss is partial or the goods have so deteriorated
as to no longer conform to the lease contract, the lessee may
nevertheless demand inspection and at his or her option either
treat the lease contract as avoided or, except in a finance lease
that is not a consumer lease, accept the goods with due
allowance from the rent payable for the balance of the lease term
for the deterioration or the deficiency in quantity but without
further right against the lessor.(Source: P.A. 87-493.)

810 ILCS 5/Art. 2A Pt. 3

(810 ILCS 5/Art. 2A Pt. 3 heading)

PART 3. EFFECT OF LEASE CONTRACT

810 ILCS 5/2A-301

(810 ILCS 5/2A-301)(from Ch. 26, par. 2A-301)Sec. 2A-301. Enforceability of lease contract. Except as otherwise provided in this Article, a lease contract
is effective and enforceable according to its terms between the
parties, against purchasers of the goods and against creditors
of the parties.(Source: P.A. 87-493.)

810 ILCS 5/2A-302

(810 ILCS 5/2A-302)(from Ch. 26, par. 2A-302)Sec. 2A-302. Title to and possession of goods. Except as otherwise provided in this Article, each provision
of this Article applies whether the lessor or a third party has
title to the goods, and whether the lessor, the lessee, or a third
party has possession of the goods, notwithstanding any statute
or rule of law that possession or the absence of possession is
fraudulent.(Source: P.A. 87-493.)

810 ILCS 5/2A-303

(810 ILCS 5/2A-303)(from Ch. 26, par. 2A-303)Sec. 2A-303. Alienability of party's interest under
lease contract or of lessor's residual interest in
goods; delegation of performance; transfer of
rights.(1) As used in this Section, "creation of a security interest" includes
the sale of a lease contract that is subject to Article 9, Secured
Transactions, by reason of Section 9-109(a)(3).(2) Except as provided in subsection (3) and Section
9-407, a provision in a
lease agreement which (i) prohibits the voluntary or involuntary transfer,
including a transfer by sale, sublease, creation or enforcement of a
security interest, or attachment, levy, or other judicial process, of an
interest of a party under the lease contract or of the lessor's residual
interest in the goods, or (ii) makes such a transfer an event of default,
gives rise to the rights and remedies provided in subsection (4),
but a
transfer that is prohibited or is an event of default under the lease
agreement is otherwise effective.(3) A provision in a lease agreement which (i) prohibits a transfer of a
right to damages for default with respect to the whole lease contract or of
a right to payment arising out of the transferor's due performance of the
transferor's entire obligation, or (ii) makes such a transfer an event of
default, is not enforceable, and such a transfer is not a transfer that
materially impairs the prospect of obtaining return performance by,
materially changes the duty of, or materially increases the burden or risk
imposed on, the other party to the lease contract within the purview of
subsection (4).(4) Subject to subsection (3) and Section
9-407:(a) if a transfer is made which is made an event of

default under a lease agreement, the party to the lease contract not making the transfer, unless that party waives the default or otherwise agrees, has the rights and remedies described in Section 2A-501(2);

(b) if paragraph (a) is not applicable and if a

transfer is made that (i) is prohibited under a lease agreement or (ii) materially impairs the prospect of obtaining return performance by, materially changes the duty of, or materially increases the burden of risk imposed on, the other party to the lease contract, unless the party not making the transfer agrees at any time to the transfer in the lease contract or otherwise, then, except as limited by contract, (i) the transferor is liable to the party not making the transfer for damages caused by the transfer to the extent that the damages could not reasonably be prevented by the party not making the transfer and (ii) a court having jurisdiction may grant other appropriate relief, including cancellation of the lease contract or an injunction against the transfer.

(5) A transfer of "the lease" or of "all my rights
under the lease", or a transfer in similar general terms, is a
transfer of rights and, unless the language or the
circumstances, as in a transfer for security, indicate the
contrary, the transfer is a delegation of duties by the
transferor to the transferee. Acceptance by the transferee
constitutes a promise by the transferee to perform those duties.
The promise is enforceable by either the transferor or the other
party to the lease contract.(6) Unless otherwise agreed by the lessor and the lessee,
a delegation of performance does not relieve the transferor as against the
other party of any duty to perform or of any liability for default.(7) In a consumer lease, to prohibit the transfer of an
interest of a party under the lease contract or to make a transfer an event of
default, the language must be specific, by a writing, and conspicuous.(Source: P.A. 91-893, eff. 7-1-01.)

810 ILCS 5/2A-304

(810 ILCS 5/2A-304)(from Ch. 26, par. 2A-304)Sec. 2A-304. Subsequent lease of goods by lessor. (1) Subject to Section 2A-303, a subsequent lessee from a lessor of
goods under an existing lease contract obtains, to the extent of the
leasehold interest transferred, the leasehold interest in the goods that
the lessor had or had power to transfer and, except as provided in
subsection (2) and Section 2A-527(4), takes subject to the existing lease
contract. A lessor with voidable title has power to transfer a good
leasehold interest to a good faith subsequent lessee for value, but only to
the extent set forth in the preceding sentence. If goods have been
delivered under a transaction of purchase, the lessor has that power
even though:(a) the lessor's transferor was deceived as to the

identity of the lessor;

(b) the delivery was in exchange for a check which is

later dishonored;

(c) it was agreed that the transaction was to be a

"cash sale"; or

(d) the delivery was procured through fraud

punishable as larcenous under the criminal law.

(2) A subsequent lessee in the ordinary course of
business from a lessor who is a merchant dealing in goods of
that kind to whom the goods were entrusted by the existing
lessee of that lessor before the interest of the subsequent lessee became
enforceable against that lessor obtains, to the extent of the
leasehold interest transferred, all of that lessor's and the
existing lessee's rights to the goods, and takes free of the
existing lease contract.(3) A subsequent lessee from the lessor of goods that are
subject to an existing lease contract and are covered by a
certificate of title issued under a statute of this State or of
another jurisdiction takes no greater rights than those provided
both by this Section and by the certificate of title statute.(Source: P.A. 87-493.)

810 ILCS 5/2A-305

(810 ILCS 5/2A-305)(from Ch. 26, par. 2A-305)Sec. 2A-305. Sale or sublease of goods by lessee. (1) Subject to the provisions of Section 2A-303, a buyer
or sublessee from the lessee of goods under an existing lease
contract obtains, to the extent of the interest transferred, the
leasehold interest in the goods that the lessee had or had power
to transfer and, except as provided in subsection (2) and
Section 2A-511(4), takes subject to the existing lease contract.
A lessee with a voidable leasehold interest has power to transfer
a good leasehold interest to a good faith buyer for value or a
good faith sublessee for value, but only to the extent set forth
in the preceding sentence. When goods have been delivered
under a transaction of lease the lessee has that power even
though:(a) the lessor was deceived as to the identity of the

lessee;

(b) the delivery was in exchange for a check which is

later dishonored; or

(c) the delivery was procured through fraud

punishable as larcenous under the criminal law.

(2) A buyer in the ordinary course of business or a
sublessee in the ordinary course of business from a lessee who
is a merchant dealing in goods of that kind to whom the goods
were entrusted by the lessor obtains, to the extent of the
interest transferred, all of the lessor's and lessee's rights to the
goods, and takes free of the existing lease contract.(3) A buyer or sublessee from the lessee of goods that
are subject to an existing lease contract and are covered by a
certificate of title issued under a statute of this State or of
another jurisdiction takes no greater rights than those provided
both by this Section and by the certificate of title statute.(Source: P.A. 87-493.)

810 ILCS 5/2A-306

(810 ILCS 5/2A-306)(from Ch. 26, par. 2A-306)Sec. 2A-306. Priority of certain liens arising by operation of law. If a person in the ordinary course of his or her business
furnishes services or materials with respect to goods subject to a
lease contract, a lien upon those goods in the possession of that
person given by statute or rule of law for those materials or
services takes priority over any interest of the lessor or lessee under the
lease contract or this Article unless the lien is created by statute and
the statute provides otherwise or unless the lien is created by rule of law
and the rule of law provides otherwise.(Source: P.A. 87-493.)

810 ILCS 5/2A-307

(810 ILCS 5/2A-307)(from Ch. 26, par. 2A-307)Sec. 2A-307. Priority of liens arising by attachment
or levy on, security interests in, and other claims to goods.(1) Except as otherwise provided in Section 2A-306, a
creditor of a lessee takes subject to the lease contract.(2) Except as otherwise provided in subsection (3) and in Sections 2A-306
and 2A-308, a creditor
of a lessor takes subject to the lease contract unless the creditor holds a
lien that attached to the
goods before the lease contract became enforceable.(3) Except as otherwise provided in Sections 9-317, 9-321, and
9-323, a lessee takes a leasehold interest subject to a security interest held
by a creditor of the lessor.(Source: P.A. 91-893, eff. 7-1-01.)

810 ILCS 5/2A-308

(810 ILCS 5/2A-308)(from Ch. 26, par. 2A-308)Sec. 2A-308. Special rights of creditors. (1) A creditor of a lessor in possession of goods subject
to a lease contract may treat the lease contract as void if as
against the creditor retention of possession by the lessor is
fraudulent under any statute or rule of law, but retention of
possession in good faith and current course of trade by the
lessor for a commercially reasonable time after the lease contract
becomes enforceable is not fraudulent.(2) Nothing in this Article impairs the rights of creditors
of a lessor if the lease contract (a) becomes enforceable, not in
current course of trade but in satisfaction of or as security for
a pre-existing claim for money, security, or the like, and (b) is
made under circumstances which under any statute or rule of law
apart from this Article would constitute the transaction a
fraudulent transfer or voidable preference.(3) A creditor of a seller may treat a sale or an
identification of goods to a contract for sale as void if as against
the creditor retention of possession by the seller is fraudulent
under any statute or rule of law, but retention of possession of
the goods pursuant to a lease contract entered into by the seller
as lessee and the buyer as lessor in connection with the sale or
identification of the goods is not fraudulent if the buyer bought
for value and in good faith.(Source: P.A. 87-493.)

810 ILCS 5/2A-309

(810 ILCS 5/2A-309)(from Ch. 26, par. 2A-309)Sec. 2A-309. Lessor's and lessee's rights when goods become fixtures. (1) In this Section:(a) goods are "fixtures" when they become so related

to particular real estate that an interest in them arises under real estate law;

(b) a "fixture filing" is the filing, in the office

where a mortgage on the real estate would be filed or recorded, of a financing statement covering goods that are or are to become fixtures and conforming to the requirements of Section 9-502(a) and (b);

(c) a lease is a "purchase money lease" unless the

lessee has possession or use of the goods or the right to possession or use of the goods before the lease agreement is enforceable;

(d) a mortgage is a "construction mortgage" to the

extent it secures an obligation incurred for the construction of an improvement on land including the acquisition cost of the land, if the recorded writing so indicates; and

(e) "encumbrance" includes real estate mortgages and

other liens on real estate and all other rights in real estate that are not ownership interests.

(2) Under this Article a lease may be of goods that are
fixtures or may continue in goods that become fixtures, but no
lease exists under this Article of ordinary building materials
incorporated into an improvement on land.(3) This Article does not prevent creation of a lease of
fixtures pursuant to real estate law.(4) The perfected interest of a lessor of fixtures has
priority over a conflicting interest of an encumbrancer or owner
of the real estate if:(a) the lease is a purchase money lease, the

conflicting interest of the encumbrancer or owner arises before the goods become fixtures, the interest of the lessor is perfected by a fixture filing before the goods become fixtures or within 10 days thereafter, and the lessee has an interest of record in the real estate or is in possession of the real estate; or

(b) the interest of the lessor is perfected by a

fixture filing before the interest of the encumbrancer or owner is of record, the lessor's interest has priority over any conflicting interest of a predecessor in title of the encumbrancer or owner, and the lessee has an interest of record in the real estate or is in possession of the real estate.

(5) The interest of a lessor of fixtures, whether or not
perfected, has priority over the conflicting interest of an
encumbrancer or owner of the real estate if:(a) the fixtures are readily removable factory or

office machines, readily removable equipment that is not primarily used or leased for use in the operation of the real estate, or readily removable replacements of domestic appliances that are goods subject to a consumer lease, and before the goods become fixtures the lease contract is enforceable; or

(b) the conflicting interest is a lien on the real

estate obtained by legal or equitable proceedings after the lease contract is enforceable; or

(c) the encumbrancer or owner has consented in

writing to the lease or has disclaimed an interest in the goods as fixtures; or

(d) the lessee has a right to remove the goods as

against the encumbrancer or owner. If the lessee's right to remove terminates, the priority of the interest of the lessor continues for a reasonable time.

(6) Notwithstanding subsection (4)(a) but
otherwise subject to subsections (4) and (5), the interest of a
lessor of fixtures, including the lessor's residual interest, is
subordinate to the conflicting interest of an
encumbrancer of the real estate under a construction mortgage
recorded before the goods become fixtures if the goods become
fixtures before the completion of the construction. To the
extent given to refinance a construction mortgage, the
conflicting interest of an encumbrancer of the real estate under
a mortgage has this priority to the same extent as the
encumbrancer of the real estate under the construction
mortgage.(7) In cases not within the preceding subsections, priority between the
interest of a lessor of fixtures, including the lessor's residual interest,
and the conflicting interest of an encumbrancer or owner of the real estate
who is not the lessee is determined by the priority rules governing
conflicting interests in real estate.(8) If the interest of a lessor of fixtures, including the lessor's
residual interest, has priority over all conflicting interests of all
owners and encumbrancers of the real estate, the lessor or the lessee may
(i) on default, expiration, termination, or cancellation of the lease
agreement but subject to the lease agreement and this Article, or (ii) if
necessary to enforce other rights and remedies of the lessor or lessee
under this Article, remove the goods from the real estate, free and clear
of all conflicting interests of all owners and encumbrancers of the real
estate, but the lessor or lessee must reimburse any encumbrancer or owner
of the real estate who is not the lessee and who has not otherwise agreed
for the cost of repair of any physical injury, but not for any diminution
in value of the real estate caused by the absence of the goods removed or
by any necessity of replacing them. A person entitled to reimbursement may
refuse permission to remove until the party seeking removal gives adequate
security for the performance of this obligation.(9) Even though the lease agreement does not create a security interest,
the interest of a lessor of fixtures, including the lessor's residual
interest, is perfected by filing a financing statement as a fixture filing
for leased goods that are or are to become fixtures in accordance with the
relevant provisions of the Article on Secured Transactions (Article 9).(Source: P.A. 91-893, eff. 7-1-01.)

810 ILCS 5/2A-310

(810 ILCS 5/2A-310)(from Ch. 26, par. 2A-310)Sec. 2A-310. Lessor's and lessee's rights when goods
become accessions.(1) Goods are "accessions" when they are installed in or
affixed to other goods.(2) The interest of a lessor or a lessee under a lease
contract entered into before the goods became accessions is
superior to all interests in the whole except as stated in
subsection (4).(3) The interest of a lessor or a lessee under a lease
contract entered into at the time or after the goods became
accessions is superior to all subsequently acquired interests in
the whole except as stated in subsection (4) but is subordinate
to interests in the whole existing at the time the lease contract
was made unless the holders of such interests in the whole have
in writing consented to the lease or disclaimed an interest in the
goods as part of the whole.(4) The interest of a lessor or a lessee under a lease
contract described in subsection (2) or (3) is subordinate to the
interest of:(a) a buyer in the ordinary course of business or a

lessee in the ordinary course of business of any interest in the whole acquired after the goods became accessions; or

(b) a creditor with a security interest in the whole

perfected before the lease contract was made to the extent that the creditor makes subsequent advances without knowledge of the lease contract.

(5) When under subsections (2) or (3) and (4) a lessor
or a lessee of accessions holds an interest that is superior to all
interests in the whole, the lessor or the lessee may (a) on
default, expiration, termination, or cancellation of the lease
contract by the other party but subject to the provisions of the
lease contract and this Article, or (b) if necessary to enforce
his or her other rights and remedies under this Article,
remove the goods from the whole, free and clear of all interests
in the whole, but he or she must reimburse any holder of an
interest in the whole who is not the lessee and who has not
otherwise agreed for the cost of repair of any physical injury
but not for any diminution in value of the whole caused by the
absence of the goods removed or by any necessity for replacing
them. A person entitled to reimbursement may refuse permission
to remove until the party seeking removal gives adequate
security for the performance of this obligation.(Source: P.A. 87-493.)

(810 ILCS 5/2A-401)(from Ch. 26, par. 2A-401)Sec. 2A-401. Insecurity; adequate assurance of
performance.(1) A lease contract imposes an obligation on each party
that the other's expectation of receiving due performance will not
be impaired.(2) If reasonable grounds for insecurity arise with
respect to the performance of either party, the insecure party
may demand in writing adequate assurance of due performance.
Until the insecure party receives that assurance, if commercially
reasonable the insecure party may suspend any performance for
which he or she has not already received the agreed return.(3) A repudiation of the lease contract occurs if
assurance of due performance adequate under the circumstances
of the particular case is not provided to the insecure party
within a reasonable time, not to exceed 30 days after receipt of
a demand by the other party.(4) Between merchants, the reasonableness of grounds for
insecurity and the adequacy of any assurance offered must be
determined according to commercial standards.(5) Acceptance of any nonconforming delivery or payment
does not prejudice the aggrieved party's right to demand
adequate assurance of future performance.(Source: P.A. 87-493.)

810 ILCS 5/2A-402

(810 ILCS 5/2A-402)(from Ch. 26, par. 2A-402)Sec. 2A-402. Anticipatory repudiation. If either party repudiates a lease contract with respect to a
performance not yet due under the lease contract, the loss of
which performance will substantially impair the value of the lease
contract to the other, the aggrieved party may:(a) for a commercially reasonable time, await retraction of
repudiation and performance by the repudiating party;(b) make demand pursuant to Section 2A-401 and await
assurance of future performance adequate under the
circumstances of the particular case; or(c) resort to any right or remedy upon default under the
lease contract or this Article, even though the aggrieved party
has notified the repudiating party that the aggrieved party
would await the repudiating party's performance and assurance
and has urged retraction. In addition, whether or not the
aggrieved party is pursuing one of the foregoing remedies, the
aggrieved party may suspend performance or, if the aggrieved
party is the lessor, proceed in accordance with the provisions of
this Article on the lessor's right to identify goods to the lease
contract notwithstanding default or to salvage unfinished goods
(Section 2A-524).(Source: P.A. 87-493.)

810 ILCS 5/2A-403

(810 ILCS 5/2A-403)(from Ch. 26, par. 2A-403)Sec. 2A-403. Retraction of anticipatory repudiation. (1) Until the repudiating party's next performance is
due, the repudiating party can retract the repudiation unless,
since the repudiation, the aggrieved party has cancelled the
lease contract or materially changed the aggrieved party's
position or otherwise indicated that the aggrieved party
considers the repudiation final.(2) Retraction may be by any method that clearly
indicates to the aggrieved party that the repudiating party
intends to perform under the lease contract and includes any
assurance demanded under Section 2A-401.(3) Retraction reinstates a repudiating party's rights
under a lease contract with due excuse and allowance to the
aggrieved party for any delay occasioned by the repudiation.(Source: P.A. 87-493.)

810 ILCS 5/2A-404

(810 ILCS 5/2A-404)(from Ch. 26, par. 2A-404)Sec. 2A-404. Substituted performance. (1) If without fault of the lessee, the lessor and the
supplier, the agreed berthing, loading, or unloading facilities
fail or the agreed type of carrier becomes unavailable or the
agreed manner of delivery otherwise becomes commercially
impracticable, but a commercially reasonable substitute is
available, the substitute performance must be tendered and
accepted.(2) If the agreed means or manner of payment fails
because of domestic or foreign governmental regulation:(a) the lessor may withhold or stop delivery or cause

the supplier to withhold or stop delivery unless the lessee provides a means or manner of payment that is commercially a substantial equivalent; and

(b) if delivery has already been taken, payment by

the means or in the manner provided by the regulation discharges the lessee's obligation unless the regulation is discriminatory, oppressive, or predatory.

(Source: P.A. 87-493.)

810 ILCS 5/2A-405

(810 ILCS 5/2A-405)(from Ch. 26, par. 2A-405)Sec. 2A-405. Excused performance. Subject to Section 2A-404 on
substituted performance, the following rules apply:(a) Delay in delivery or nondelivery in whole or in part
by a lessor or a supplier who complies with paragraphs (b) and
(c) is not a default under the lease contract if performance as
agreed has been made impracticable by the occurrence of a
contingency the nonoccurrence of which was a basic assumption
on which the lease contract was made or by compliance in good
faith with any applicable foreign or domestic governmental
regulation or order, whether or not the regulation or order later
proves to be invalid.(b) If the causes mentioned in paragraph (a) affect only
part of the lessor's or the supplier's capacity to perform, he or
she shall allocate production and deliveries among his or her
customers but at his or her option may include regular
customers not then under contract for sale or lease as well as
his or her own requirements for further manufacture. He or
she may so allocate in any manner that is fair and reasonable.(c) The lessor seasonably shall notify the lessee and in
the case of a finance lease the supplier seasonably shall notify
the lessor and the lessee, if known, that there will be delay or
nondelivery and, if allocation is required under paragraph (b),
of the estimated quota thus made available for the lessee.(Source: P.A. 87-493.)

810 ILCS 5/2A-406

(810 ILCS 5/2A-406)(from Ch. 26, par. 2A-406)Sec. 2A-406. Procedure on excused performance. (1) If the lessee receives notification of a material or
indefinite delay or an allocation justified under Section 2A-405,
the lessee may by written notification to the lessor as to any
goods involved, and with respect to all of the goods if under an
installment lease contract the value of the whole lease contract is
substantially impaired (Section 2A-510):(a) terminate the lease contract (Section 2A-505(2));

or

(b) except in a finance lease that is not a consumer

lease, modify the lease contract by accepting the available quota in substitution, with due allowance from the rent payable for the balance of the lease term for the deficiency but without further right against the lessor.

(2) If, after receipt of a notification from the lessor
under Section 2A-405, the lessee fails so to modify the lease
agreement within a reasonable time not exceeding 30 days, the
lease contract lapses with respect to any deliveries affected.(Source: P.A. 87-493.)

810 ILCS 5/2A-407

(810 ILCS 5/2A-407)(from Ch. 26, par. 2A-407)Sec. 2A-407. Irrevocable promises; finance leases. (1) In the case of a finance lease that is not a consumer
lease the lessee's promises under the lease contract become
irrevocable and independent upon the lessee's acceptance of the
goods.(2) A promise that has become irrevocable and
independent under subsection (1):(a) is effective and enforceable between the parties,

and by or against third parties including assignees of the parties; and

(b) is not subject to cancellation, termination,

modification, repudiation, excuse, or substitution without the consent of the party to whom the promise runs.

(3) This Section does not affect the validity under any other law of a
covenant in any lease contract making the lessee's promises irrevocable
and independent upon the lessee's acceptance of the goods.(Source: P.A. 87-493.)

810 ILCS 5/Art. 2A Pt. 5

(810 ILCS 5/Art. 2A Pt. 5 heading)

PART 5. DEFAULT

810 ILCS 5/Art. 2A Pt. 5 Sub. A

(810 ILCS 5/Art. 2A Pt. 5 Sub. A heading)

A. In General

810 ILCS 5/2A-501

(810 ILCS 5/2A-501)(from Ch. 26, par. 2A-501)Sec. 2A-501. Default; procedure. (1) Whether the lessor or the lessee is in default under a
lease contract is determined by the lease agreement and this
Article.(2) If the lessor or the lessee is in default under the
lease contract, the party seeking enforcement has rights and
remedies as provided in this Article and, except as limited by
this Article, as provided in the lease agreement.(3) If the lessor or the lessee is in default under the
lease contract, the party seeking enforcement may reduce the
party's claim to judgment, or otherwise enforce the lease
contract by self-help or any available judicial procedure or
nonjudicial procedure, including administrative proceeding,
arbitration, or the like, in accordance with this Article.(4) Except as otherwise provided in Section 1-305(a)
or this Article or
the lease agreement, the rights and remedies referred to in subsections (2)
and (3) are cumulative.(5) If the lease agreement covers both real property and
goods, the party seeking enforcement may proceed under this
Part as to the goods, or under other applicable law as to both
the real property and the goods in accordance with that party's
rights and remedies in respect of the real property, in which
case this Part does not apply.(Source: P.A. 95-895, eff. 1-1-09.)

810 ILCS 5/2A-502

(810 ILCS 5/2A-502)(from Ch. 26, par. 2A-502)Sec. 2A-502. Notice after default. Except as otherwise provided in this Article or the lease
agreement, the lessor or lessee in default under the lease
contract is not entitled to notice of default or notice of
enforcement from the other party to the lease agreement.(Source: P.A. 87-493.)

810 ILCS 5/2A-503

(810 ILCS 5/2A-503)(from Ch. 26, par. 2A-503)Sec. 2A-503. Modification or impairment of rights and
remedies.(1) Except as otherwise provided in this Article, the
lease agreement may include rights and remedies for default in
addition to or in substitution for those provided in this Article
and may limit or alter the measure of damages recoverable under
this Article.(2) Resort to a remedy provided under this Article or in
the lease agreement is optional unless the remedy is expressly
agreed to be exclusive. If circumstances cause an exclusive or
limited remedy to fail of its essential purpose, or provision for
an exclusive remedy is unconscionable, remedy may be had as
provided in this Article.(3) Consequential damages may be liquidated under
Section 2A-504, or may otherwise be limited, altered, or
excluded unless the limitation, alteration, or exclusion is
unconscionable. Limitation, alteration, or exclusion of consequential
damages for injury to the person in the case of consumer goods is prima
facie unconscionable but limitation, alteration, or exclusion of damages
where the loss is commercial is not prima facie unconscionable.(4) Rights and remedies on default by the lessor or the
lessee with respect to any obligation or promise collateral or
ancillary to the lease contract are not impaired by this Article.(Source: P.A. 87-493.)

810 ILCS 5/2A-504

(810 ILCS 5/2A-504)(from Ch. 26, par. 2A-504)Sec. 2A-504. Liquidation of damages. (1) Damages payable by either party for default, or any
other act or omission, including indemnity for loss or diminution
of anticipated tax benefits or loss or damage to lessor's residual
interest, may be liquidated in the lease agreement but only at an
amount or by a formula that is reasonable in light of the then
anticipated harm caused by the default or other act or omission.(2) If the lease agreement provides for liquidation of
damages, and such provision does not comply with
subsection (1), or such provision is an exclusive or limited
remedy that circumstances cause to fail of its essential purpose,
remedy may be had as provided in this Article.(3) If the lessor justifiably withholds or stops delivery of
goods because of the lessee's default or insolvency
(Section 2A-525 or 2A-526), the lessee is entitled to restitution
of any amount by which the sum of his or her payments
exceeds:(a) the amount to which the lessor is entitled by

virtue of terms liquidating the lessor's damages in accordance with subsection (1); or

(b) in the absence of those terms, 20% of the then

present value of the total rent the lessee was obligated to pay for the balance of the lease term, or, in the case of a consumer lease, the lesser of such amount or $500.

(4) A lessee's right to restitution under subsection (3) is
subject to offset to the extent the lessor establishes:(a) a right to recover damages under the provisions

of this Article other than subsection (1); and

(b) the amount or value of any benefits received by

the lessee directly or indirectly by reason of the lease contract.

(Source: P.A. 87-493.)

810 ILCS 5/2A-505

(810 ILCS 5/2A-505)(from Ch. 26, par. 2A-505)Sec. 2A-505. Cancellation and termination and effect
of cancellation, termination, rescission, or fraud
on rights and remedies.(1) On cancellation of the lease contract, all obligations
that are still executory on both sides are discharged, but any
right based on prior default or performance survives, and the
cancelling party also retains any remedy for default of the whole
lease contract or any unperformed balance.(2) On termination of the lease contract, all obligations
that are still executory on both sides are discharged but any
right based on prior default or performance survives.(3) Unless the contrary intention clearly appears,
expressions of "cancellation", "rescission", or the like of the
lease contract may not be construed as a renunciation or
discharge of any claim in damages for an antecedent default.(4) Rights and remedies for material misrepresentation or
fraud include all rights and remedies available under this Article
for default.(5) Neither rescission nor a claim for rescission of the
lease contract nor rejection or return of the goods may bar or
be deemed inconsistent with a claim for damages or other right
or remedy.(Source: P.A. 87-493.)

810 ILCS 5/2A-506

(810 ILCS 5/2A-506)(from Ch. 26, par. 2A-506)Sec. 2A-506. Statute of limitations. (1) An action for default under a lease contract,
including breach of warranty or indemnity, must be commenced
within 4 years after the cause of action accrued. By the
original lease contract the parties may reduce the period of
limitation to not less than one year.(2) A cause of action for default accrues when the act or
omission on which the default or breach of warranty is based is
or should have been discovered by the aggrieved party, or when
the default occurs, whichever is later. A cause of action for
indemnity accrues when the act or omission on which the claim
for indemnity is based is or should have been discovered by the
indemnified party, whichever is later.(3) If an action commenced within the time limited by
subsection (1) is so terminated as to leave available a remedy by
another action for the same default or breach of warranty or
indemnity, the other action may be commenced after the expiration
of the time limited and within 6 months after the termination of
the first action unless the termination resulted from voluntary
discontinuance or from dismissal for failure or neglect to
prosecute.(4) This Section does not alter the law on tolling of the
statute of limitations nor does it apply to causes of action that
have accrued before this Article becomes effective.(Source: P.A. 87-493.)

810 ILCS 5/2A-507

(810 ILCS 5/2A-507)(from Ch. 26, par. 2A-507)Sec. 2A-507. Proof of market rent; time and place. (1) Damages based on market rent (Section 2A-519 or
2A-528) are determined according to the rent for the use of the
goods concerned for a lease term identical to the remaining lease
term of the original lease agreement and prevailing at the times specified
in Sections 2A-519 and 2A-528.(2) If evidence of rent for the use of the goods
concerned for a lease term identical to the remaining lease term
of the original lease agreement and prevailing at the times or
places described in this Article is not readily available, the rent
prevailing within any reasonable time before or after the time
described or at any other place or for a different lease term
which in commercial judgment or under usage of trade would
serve as a reasonable substitute for the one described may be
used, making any proper allowance for the difference, including
the cost of transporting the goods to or from the other place.(3) Evidence of a relevant rent prevailing at a time or
place or for a lease term other than the one described in this
Article offered by one party is not admissible unless and until
he or she has given the other party notice the court finds
sufficient to prevent unfair surprise.(4) If the prevailing rent or value of any goods regularly
leased in any established market is in issue, reports in official
publications or trade journals or in newspapers or periodicals of
general circulation published as the reports of that market are
admissible in evidence. The circumstances of the preparation of
the report may be shown to affect its weight but not its
admissibility.(Source: P.A. 87-493.)

810 ILCS 5/Art. 2A Pt. 5 Sub. B

(810 ILCS 5/Art. 2A Pt. 5 Sub. B heading)

B. Default by Lessor

810 ILCS 5/2A-508

(810 ILCS 5/2A-508)(from Ch. 26, par. 2A-508)Sec. 2A-508. Lessee's remedies. (1) If a lessor fails to deliver the goods in conformity to
the lease contract (Section 2A-509) or repudiates the lease
contract (Section 2A-402), or a lessee rightfully rejects the
goods (Section 2A-509) or justifiably revokes acceptance of the
goods (Section 2A-517), then with respect to any goods
involved, and with respect to all of the goods if under an
installment lease contract the value of the whole lease contract is
substantially impaired (Section 2A-510), the lessor is in default
under the lease contract and the lessee may:(a) cancel the lease contract (Section 2A-505(1));(b) recover so much of the rent and security as has

been paid and is just under the circumstances;

(c) cover and recover damages as to all goods

affected whether or not they have been identified to the lease contract (Sections 2A-518 and 2A-520), or recover damages for nondelivery (Sections 2A-519 and 2A-520);

(d) exercise any other rights or pursue any other

remedies provided in the lease contract.

(2) If a lessor fails to deliver the goods in conformity to
the lease contract or repudiates the lease contract, the lessee may
also:(a) if the goods have been identified, recover them

(Section 2A-522); or

(b) in a proper case, obtain specific performance or

replevy the goods (Section 2A-521).

(3) If a lessor is otherwise in default under a lease
contract, the lessee may exercise the rights and pursue the remedies
provided in the lease contract, which may include a right to cancel the
lease, and in Section 2A-519(3).(4) If a lessor has breached a warranty, whether express
or implied, the lessee may recover damages (Section 2A-519(4)).(5) On rightful rejection or justifiable revocation of
acceptance, a lessee has a security interest in goods in the
lessee's possession or control for any rent and security that has
been paid and any expenses reasonably incurred in their
inspection, receipt, transportation, and care and custody and
may hold those goods and dispose of them in good faith and in a
commercially reasonable manner, subject to
Section 2A-527(5).(6) Subject to the provisions of Section 2A-407, a lessee,
on notifying the lessor of the lessee's intention to do so, may
deduct all or any part of the damages resulting from any default
under the lease contract from any part of the rent still due
under the same lease contract.(Source: P.A. 87-493.)

810 ILCS 5/2A-509

(810 ILCS 5/2A-509)(from Ch. 26, par. 2A-509)Sec. 2A-509. Lessee's rights on improper delivery;
rightful rejection.(1) Subject to the provisions of Section 2A-510 on default
in installment lease contracts, if the goods or the tender or
delivery fail in any respect to conform to the lease contract, the
lessee may reject or accept the goods or accept any commercial
unit or units and reject the rest of the goods.(2) Rejection of goods is ineffective unless it is within a
reasonable time after tender or delivery of the goods and the
lessee seasonably notifies the lessor.(Source: P.A. 87-493.)

810 ILCS 5/2A-510

(810 ILCS 5/2A-510)(from Ch. 26, par. 2A-510)Sec. 2A-510. Installment lease contracts; rejection
and default.(1) Under an installment lease contract, a lessee may
reject any delivery that is nonconforming if the nonconformity
substantially impairs the value of that delivery and cannot be
cured or the nonconformity is a defect in the required
documents; but if the nonconformity does not fall within
subsection (2) and the lessor or the supplier gives adequate
assurance of its cure, the lessee must accept that delivery.(2) Whenever nonconformity or default with respect to one
or more deliveries substantially impairs the value of the
installment lease contract as a whole there is a default with
respect to the whole. But, the aggrieved party reinstates the
installment lease contract as a whole if the aggrieved party
accepts a nonconforming delivery without seasonably notifying of
cancellation or brings an action with respect only to past
deliveries or demands performance as to future deliveries.(Source: P.A. 87-493.)

810 ILCS 5/2A-511

(810 ILCS 5/2A-511)(from Ch. 26, par. 2A-511)Sec. 2A-511. Merchant lessee's duties as to rightfully
rejected goods.(1) Subject to any security interest of a lessee
(Section 2A-508(5)), if a lessor or a supplier has no agent or
place of business at the market of rejection, a merchant lessee,
after rejection of goods in his or her possession or control,
shall follow any reasonable instructions received from the lessor
or the supplier with respect to the goods. In the absence of
those instructions, a merchant lessee shall make reasonable
efforts to sell, lease, or otherwise dispose of the goods for the
lessor's account if they threaten to decline in value speedily.
Instructions are not reasonable if on demand indemnity for
expenses is not forthcoming.(2) If a merchant lessee (subsection (1)) or any other
lessee (Section 2A-512) disposes of goods, he or she is
entitled to reimbursement either from the lessor or the supplier
or out of the proceeds for reasonable expenses of caring for and
disposing of the goods and, if the expenses include no
disposition commission, to such commission as is usual in the
trade or, if there is none, to a reasonable sum not exceeding
10% of the gross proceeds.(3) In complying with this Section or Section 2A-512, the
lessee is held only to good faith. Good faith conduct hereunder
is neither acceptance or conversion nor the basis of an action
for damages.(4) A purchaser who purchases in good faith from a
lessee pursuant to this Section or Section 2A-512 takes the goods
free of any rights of the lessor and the supplier even though
the lessee fails to comply with one or more of the requirements
of this Article.(Source: P.A. 87-493.)

810 ILCS 5/2A-512

(810 ILCS 5/2A-512)(from Ch. 26, par. 2A-512)Sec. 2A-512. Lessee's duties as to rightfully rejected
goods.(1) Except as otherwise provided with respect to goods
that threaten to decline in value speedily (Section 2A-511) and
subject to any security interest of a lessee (Section 2A-508(5)):(a) the lessee, after rejection of goods in the

lessee's possession, shall hold them with reasonable care at the lessor's or the supplier's disposition for a reasonable time after the lessee's seasonable notification of rejection;

(b) if the lessor or the supplier gives no

instructions within a reasonable time after notification of rejection, the lessee may store the rejected goods for the lessor's or the supplier's account or ship them to the lessor or the supplier or dispose of them for the lessor's or the supplier's account with reimbursement in the manner provided in Section 2A-511; but

(c) the lessee has no further obligations with regard

to goods rightfully rejected.

(2) Action by the lessee pursuant to subsection (1) is not
acceptance or conversion.(Source: P.A. 87-493.)

810 ILCS 5/2A-513

(810 ILCS 5/2A-513)(from Ch. 26, par. 2A-513)Sec. 2A-513. Cure by lessor of improper tender or
delivery; replacement.(1) If any tender or delivery by the lessor or the
supplier is rejected because nonconforming and the time for
performance has not yet expired, the lessor or the supplier may
seasonably notify the lessee of the lessor's or the supplier's
intention to cure and may then make a conforming delivery
within the time provided in the lease contract.(2) If the lessee rejects a nonconforming tender that the
lessor or the supplier had reasonable grounds to believe would
be acceptable with or without money allowance, the lessor or the
supplier may have a further reasonable time to substitute a
conforming tender if he or she seasonably notifies the lessee.(Source: P.A. 87-493.)

810 ILCS 5/2A-514

(810 ILCS 5/2A-514)(from Ch. 26, par. 2A-514)Sec. 2A-514. Waiver of lessee's objections. (1) In rejecting goods, a lessee's failure to state a
particular defect that is ascertainable by reasonable inspection
precludes the lessee from relying on the defect to justify
rejection or to establish default:(a) if, stated seasonably, the lessor or the supplier

could have cured it (Section 2A-513); or

(b) between merchants if the lessor or the supplier

after rejection has made a request in writing for a full and final written statement of all defects on which the lessee proposes to rely.

(2) A lessee's failure to reserve rights when paying rent
or other consideration against documents precludes recovery of
the payment for defects apparent in
the documents.(Source: P.A. 95-895, eff. 1-1-09.)

810 ILCS 5/2A-515

(810 ILCS 5/2A-515)(from Ch. 26, par. 2A-515)Sec. 2A-515. Acceptance of goods. (1) Acceptance of goods occurs after the lessee has had a
reasonable opportunity to inspect the goods and(a) the lessee signifies or acts with respect to the

goods in a manner that signifies to the lessor or the supplier that the goods are conforming or that the lessee will take or retain them in spite of their nonconformity; or

(b) the lessee fails to make an effective rejection

of the goods (Section 2A-509(2)).

(2) Acceptance of a part of any commercial unit is
acceptance of that entire unit.(Source: P.A. 87-493.)

810 ILCS 5/2A-516

(810 ILCS 5/2A-516)(from Ch. 26, par. 2A-516)Sec. 2A-516. Effect of acceptance of goods; notice of
default; burden of establishing default after
acceptance; notice of claim or litigation to person
answerable over.(1) A lessee must pay rent for any goods accepted in
accordance with the lease contract, with due allowance for goods
rightfully rejected or not delivered.(2) A lessee's acceptance of goods precludes rejection of
the goods accepted. In the case of a finance lease, if made with
knowledge of a nonconformity, acceptance cannot be revoked
because of it. In any other case, if made with knowledge of a
nonconformity, acceptance cannot be revoked because of it
unless the acceptance was on the reasonable assumption that the
nonconformity would be seasonably cured. Acceptance does not
of itself impair any other remedy provided by this Article or the
lease agreement for nonconformity.(3) If a tender has been accepted:(a) within a reasonable time after the lessee

discovers or should have discovered any default, the lessee shall notify the lessor and the supplier, if any, or be barred from any remedy against the party not notified;

(b) except in the case of a consumer lease, within a

reasonable time after the lessee receives notice of litigation for infringement or the like (Section 2A-211) the lessee shall notify the lessor or be barred from any remedy over for liability established by the litigation; and

(c) the burden is on the lessee to establish any

default.

(4) If a lessee is sued for breach of a warranty or other
obligation for which a lessor or a supplier is answerable over the following apply:(a) The lessee may give the lessor or the supplier,

or both, written notice of the litigation. If the notice states that the person notified may come in and defend and that if the person notified does not do so that person will be bound in any action against that person by the lessee by any determination of fact common to the 2 litigations, then unless the person notified after seasonable receipt of the notice does come in and defend that person is so bound.

(b) The lessor or the supplier may demand in writing

that the lessee turn over control of the litigation including settlement if the claim is one for infringement or the like (Section 2A-211) or else be barred from any remedy over. If the demand states that the lessor or the supplier agrees to bear all expense and to satisfy any adverse judgment, then unless the lessee after seasonable receipt of the demand does turn over control the lessee is so barred.

(5) Subsections (3) and (4) apply to
any obligation of a lessee to hold the lessor or the supplier
harmless against infringement or the like (Section 2A-211).(Source: P.A. 87-493.)

810 ILCS 5/2A-517

(810 ILCS 5/2A-517)(from Ch. 26, par. 2A-517)Sec. 2A-517. Revocation of acceptance of goods. (1) A lessee may revoke acceptance of a lot or commercial
unit whose nonconformity substantially impairs its value to the
lessee if the lessee has accepted it:(a) except in the case of a finance lease, on the

reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or

(b) without discovery of the nonconformity if the

lessee's acceptance was reasonably induced either by the lessor's assurances or, except in the case of a finance lease, by the difficulty of discovery before acceptance.

(2) Except in the case of a finance lease that is not a consumer lease,
a lessee may revoke acceptance of a lot or commercial unit if the lessor
defaults under the lease contract and the default substantially impairs the
value of that lot or commercial unit to the lessee.(3) If the lease agreement so provides, the lessee may revoke acceptance
of a lot or commercial unit because of other defaults by the lessor.(4) Revocation of acceptance must occur within a
reasonable time after the lessee discovers or should have
discovered the ground for it and before any substantial change
in condition of the goods which is not caused by the
nonconformity. Revocation is not effective until the lessee
notifies the lessor.(5) A lessee who so revokes has the same rights and
duties with regard to the goods involved as if the lessee had
rejected them.(Source: P.A. 87-493.)

810 ILCS 5/2A-518

(810 ILCS 5/2A-518)(from Ch. 26, par. 2A-518)Sec. 2A-518. Cover; substitute goods. (1) After a default by a lessor under the lease contract
of the type described in Section 2A-508(1), or, if agreed, after other
default by the lessor, the lessee may cover by making any purchase or lease
of or contract to purchase or lease goods in substitution for those due
from the lessor.(2) Except as otherwise provided with respect to damages liquidated in
the lease agreement (Section 2A-504) or otherwise determined pursuant to
agreement of the parties (Sections 1-302
and 2A-503), if a lessee's
cover is by a lease agreement substantially similar to the original lease
agreement and the new lease agreement is made in good faith and in a
commercially reasonable manner, the lessee may recover
from the lessor as damages (i) the present value, as of the date
of the commencement of the term of the new lease agreement, of the rent under
the new lease agreement applicable to that period of the new lease
term which is comparable to the then remaining term of the original lease
agreement minus the present value as of the same date of the total rent for the
then remaining lease term of the original lease agreement, and (ii) any
incidental or consequential damages, less expenses saved in
consequence of the lessor's default.(3) If a lessee's cover is by lease agreement that for any reason does
not qualify for treatment under subsection (2), or is by purchase or
otherwise, the lessee may recover from the lessor as if the lessee had
elected not to cover and Section 2A-519 governs.(Source: P.A. 95-895, eff. 1-1-09.)

810 ILCS 5/2A-519

(810 ILCS 5/2A-519)(from Ch. 26, par. 2A-519)Sec. 2A-519. Lessee's damages for nondelivery, repudiation, default, and
breach of warranty in regard to accepted goods.(1) Except as otherwise provided with respect to damages liquidated in the
lease agreement (Section 2A-504) or otherwise determined pursuant to
agreement of the parties (Sections 1-302
and 2A-503), if a lessee elects
not to cover or a lessee elects to cover and the cover is by lease
agreement that for any reason does not qualify for treatment under Section
2A-518(2), or is by purchase or otherwise, the measure of damages for
nondelivery or repudiation by the lessor or for rejection or revocation of
acceptance by the lessee is the present value, as of the date of the
default, of the then market rent minus the present value as of the same
date of the original rent, computed for the remaining lease term of the
original lease agreement, together with incidental and consequential
damages, less expenses saved in consequence of the lessor's default.(2) Market rent is to be determined as of the place for
tender or, in cases of rejection after arrival or revocation of
acceptance, as of the place of arrival.(3) Except as otherwise agreed, if the lessee has accepted goods and
given notification (Section 2A-516(3)), the measure of damages for
nonconforming tender or delivery or other default by a lessor is the loss
resulting in the ordinary course of events from the lessor's
default as determined in any manner that is reasonable together
with incidental and consequential damages, less expenses saved
in consequence of the lessor's default.(4) Except as otherwise agreed, the measure of damages for breach of
warranty is the present value at the time and place of acceptance of the
difference between the value of the use of the goods accepted and the value
if they had been as warranted for the lease term, unless special
circumstances show proximate damages of a different amount, together with
incidental and consequential damages, less expenses saved in consequence of
the lessor's default or breach of warranty.(Source: P.A. 95-895, eff. 1-1-09.)

810 ILCS 5/2A-520

(810 ILCS 5/2A-520)(from Ch. 26, par. 2A-520)Sec. 2A-520. Lessee's incidental and consequential
damages.(1) Incidental damages resulting from a lessor's default
include expenses reasonably incurred in inspection, receipt,
transportation, and care and custody of goods rightfully rejected
or goods the acceptance of which is justifiably revoked, any
commercially reasonable charges, expenses, or commissions in
connection with effecting cover, and any other reasonable
expense incident to the default.(2) Consequential damages resulting from a lessor's
default include:(a) any loss resulting from general or particular

requirements and needs of which the lessor at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and

(b) injury to person or property proximately

resulting from any breach of warranty.

(Source: P.A. 87-493.)

810 ILCS 5/2A-521

(810 ILCS 5/2A-521)(from Ch. 26, par. 2A-521)Sec. 2A-521. Lessee's right to specific performance or
replevin.(1) Specific performance may be decreed if the goods are
unique or in other proper circumstances.(2) A decree for specific performance may include any
terms and conditions as to payment of the rent, damages, or
other relief that the court deems just.(3) A lessee has a right of replevin, detinue,
sequestration, claim and delivery, or the like for goods
identified to the lease contract if after reasonable effort the
lessee is unable to effect cover for those goods or the
circumstances reasonably indicate that the effort will be
unavailing.(Source: P.A. 87-493.)

810 ILCS 5/2A-522

(810 ILCS 5/2A-522)(from Ch. 26, par. 2A-522)Sec. 2A-522. Lessee's right to goods on lessor's
insolvency.(1) Subject to subsection (2) and even though the goods
have not been shipped, a lessee who has paid a part or all of
the rent and security for goods identified to a lease contract
(Section 2A-217) on making and keeping good a tender of any
unpaid portion of the rent and security due under the lease
contract may recover the goods identified from the lessor if the
lessor becomes insolvent within 10 days after receipt of the first
installment of rent and security.(2) A lessee acquires the right to recover goods
identified to a lease contract only if they conform to the lease
contract.(Source: P.A. 87-493.)

810 ILCS 5/Art. 2A Pt. 5 Sub. C

(810 ILCS 5/Art. 2A Pt. 5 Sub. C heading)

C. Default by Lessee

810 ILCS 5/2A-523

(810 ILCS 5/2A-523)(from Ch. 26, par. 2A-523)Sec. 2A-523. Lessor's remedies. (1) If a lessee wrongfully rejects or revokes acceptance
of goods or fails to make a payment when due or repudiates with
respect to a part or the whole, then, with respect to any goods
involved, and with respect to all of the goods if under an
installment lease contract the value of the whole lease contract is
substantially impaired (Section 2A-510), the lessee is in default
under the lease contract and the lessor may:(a) cancel the lease contract (Section 2A-505(1));(b) proceed respecting goods not identified to the

lease contract (Section 2A-524);

(c) withhold delivery of the goods and take

possession of goods previously delivered (Section 2A-525);

(d) stop delivery of the goods by any bailee (Section

2A-526);

(e) dispose of the goods and recover damages (Section

2A-527), or retain the goods and recover damages (Section 2A-528), or in a proper case recover rent (Section 2A-529);

(f) exercise any other rights or pursue any other

remedies provided in the lease contract.

(2) If a lessor does not fully exercise a right or obtain a remedy to
which the lessor is entitled under subsection (1), the lessor may recover
the loss resulting in the ordinary course of events from the lessee's
default as determined in any reasonable manner, together with incidental
damages, less expenses saved in consequence of the lessee's default.(3) If a lessee is otherwise in default under a lease
contract, the lessor may exercise the rights and pursue the remedies
provided in the lease contract, which may include a right to cancel the
lease. In addition, unless otherwise provided in the lease contract:(a) if the default substantially impairs the value of

the lease contract to the lessor, the lessor may exercise the rights and pursue the remedies provided in subsections (1) or (2); or

(b) if the default does not substantially impair the

value of the lease contract to the lessor, the lessor may recover as provided in subsection (2).

not already identified if at the time the lessor learned of the default they were in the lessor's or the supplier's possession or control; and

(b) dispose of goods (Section 2A-527(1)) that

demonstrably have been intended for the particular lease contract even though those goods are unfinished.

(2) If the goods are unfinished, in the exercise of
reasonable commercial judgment for the purposes of avoiding loss
and of effective realization, an aggrieved lessor or the supplier
may either complete manufacture and wholly identify the goods to
the lease contract or cease manufacture and lease, sell, or
otherwise dispose of the goods for scrap or salvage value or
proceed in any other reasonable manner.(Source: P.A. 87-493.)

810 ILCS 5/2A-525

(810 ILCS 5/2A-525)(from Ch. 26, par. 2A-525)Sec. 2A-525. Lessor's right to possession of goods. (1) If a lessor discovers the lessee to be insolvent, the
lessor may refuse to deliver the goods.(2) After a default by the lessee under the lease contract of the type
described in Section 2A-523(1) or 2A-523(3)(a) or, if agreed, after other
default by the lessee, the lessor has the right to take possession of the
goods. If the lease contract so provides, the lessor may require the
lessee to assemble the goods and make them available to the lessor at a
place to be designated by the lessor which is reasonably
convenient to both parties. Without removal, the lessor may
render unusable any goods employed in trade or business, and
may dispose of goods on the lessee's premises (Section 2A-527).(3) The lessor may proceed under subsection (2) without
judicial process if it can be done without breach of the peace
or the lessor may proceed by action.(Source: P.A. 87-493.)

810 ILCS 5/2A-526

(810 ILCS 5/2A-526)(from Ch. 26, par. 2A-526)Sec. 2A-526. Lessor's stoppage of delivery in transit
or otherwise.(1) A lessor may stop delivery of goods in the possession
of a carrier or other bailee if the lessor discovers the lessee to
be insolvent and may stop delivery of carload, truckload,
planeload, or larger shipments of express or freight if the lessee
repudiates or fails to make a payment due before delivery,
whether for rent, security or otherwise under the lease
contract, or for any other reason the lessor has a right to
withhold or take possession of the goods.(2) In pursuing its remedies under subsection (1), the
lessor may stop delivery until:(a) receipt of the goods by the lessee;(b) acknowledgment to the lessee by any bailee of the

goods, except a carrier, that the bailee holds the goods for the lessee; or

(c) such an acknowledgment to the lessee by a carrier

via reshipment or as a warehouse.

(3)(a) To stop delivery, a lessor shall so notify as to
enable the bailee by reasonable diligence to prevent delivery of
the goods.(b) After notification, the bailee shall hold and deliver
the goods according to the directions of the lessor, but the
lessor is liable to the bailee for any ensuing charges or
damages.(c) A carrier who has issued a nonnegotiable bill of
lading is not obliged to obey a notification to stop received from
a person other than the consignor.(Source: P.A. 95-895, eff. 1-1-09.)

810 ILCS 5/2A-527

(810 ILCS 5/2A-527)(from Ch. 26, par. 2A-527)Sec. 2A-527. Lessor's rights to dispose of goods. (1) After a default by a lessee under the lease contract
of the type described in Section 2A-523(1) or 2A-523(3)(a) or after the
lessor refuses to deliver or takes possession of goods (Section 2A-525 or
2A-526), or, if agreed, after other default by a lessee, the lessor may
dispose of the goods concerned or the undelivered balance thereof by lease,
sale, or otherwise.(2) Except as otherwise provided with respect to damages liquidated in
the lease agreement (Section 2A-504) or otherwise determined pursuant to
agreement of the parties (Sections 1-302
and 2A-503), if the disposition
is by lease agreement substantially similar to the original lease agreement
and the new lease agreement is made in good faith and in a commercially
reasonable manner, the lessor may recover from the lessee as damages (i)
accrued and unpaid rent as of the date of the commencement of the term of
the new lease agreement, (ii) the present value, as of the same date, of
the total rent for the then remaining lease term of the original lease
agreement minus the present value, as of the same date, of the rent under
the new lease agreement applicable to that period of the new lease term
which is comparable to the then remaining term of the original lease
agreement, and (iii) any incidental damages allowed under Section 2A-530,
less expenses saved in consequence of the lessee's default.(3) If the lessor's disposition is by lease agreement that for
any reason does not qualify for treatment under subsection (2),
or is by sale or otherwise, the lessor may recover from the
lessee as if the lessor had elected not to dispose of the goods
and Section 2A-528 governs.(4) A subsequent buyer or lessee who buys or leases
from the lessor in good faith for value as a result of a
disposition under this Section takes the goods free of the
original lease contract and any rights of the original lessee even
though the lessor fails to comply with one or more of the
requirements of this Article.(5) The lessor is not accountable to the lessee for any
profit made on any disposition. A lessee who has rightfully
rejected or justifiably revoked acceptance shall account to the
lessor for any excess over the amount of the lessee's security
interest (Section 2A-508(5)).(Source: P.A. 95-895, eff. 1-1-09.)

810 ILCS 5/2A-528

(810 ILCS 5/2A-528)(from Ch. 26, par. 2A-528)Sec. 2A-528. Lessor's damages for nonacceptance, failure to pay,
repudiation, or other default.(1) Except as otherwise provided with respect to damages liquidated in
the lease agreement (Section 2A-504) or otherwise determined pursuant to
agreement of the parties (Sections 1-302
and 2A-503), if a lessor elects
to retain the goods or a lessor elects to dispose of the goods
and the disposition is by lease agreement that for any reason does
not qualify for treatment under Section 2A-527(2), or is by sale
or otherwise, the lessor may recover from the lessee as damages
for a default of the type described in Section 2A-523(1) or 2A-523(3)(a)
or, if agreed, for other default of the lessee, (i) accrued and
unpaid rent as of the date of default if the lessee has never taken
possession of the goods, or, if the lessee has taken possession of the
goods, as of the date the lessor repossesses the goods or an earlier date
on which the lessee makes a tender of the goods to the lessor, (ii) the
present value as of the date determined under clause (i) of the total rent
for the then remaining lease term of the original lease agreement minus the
present value as of the same date of the market rent at the place where the
goods are located computed for the same lease term, and (iii) any
incidental damages allowed under Section 2A-530, less expenses saved in
consequence of the lessee's default.(2) If the measure of damages provided in subsection (1) is inadequate
to put a lessor in as good a position as performance would have, the
measure of damages is the present value of the profit, including reasonable
overhead, the lessor would have made from full performance by the lessee,
together with any incidental damages allowed under Section 2A-530, due
allowance for costs reasonably incurred and due credit for payments or
proceeds of disposition.(Source: P.A. 95-895, eff. 1-1-09.)

810 ILCS 5/2A-529

(810 ILCS 5/2A-529)(from Ch. 26, par. 2A-529)Sec. 2A-529. Lessor's action for the rent. (1) After default by the lessee under the lease contract
of the type described in Section 2A-523(1) or 2A-523(3)(a) or, if
agreed, after other default by the lessee, if the lessor complies with
subsection (2), the lessor may recover from the lessee as damages:(a) for goods accepted by the lessee and not

repossessed by or tendered to the lessor, and for conforming goods lost or damaged within a commercially reasonable time after risk of loss passes to the lessee (Section 2A-219), (i) accrued and unpaid rent as of the date of entry of judgment in favor of the lessor, (ii) the present value as of the same date of the rent for the then remaining lease term of the lease agreement, and (iii) any incidental damages allowed under Section 2A-530, less expenses saved in consequence of the lessee's default; and

(b) for goods identified to the lease contract if the

lessor is unable after reasonable effort to dispose of them at a reasonable price or the circumstances reasonably indicate that effort will be unavailing, (i) accrued and unpaid rent as of the date of entry of judgment in favor of the lessor, (ii) the present value as of the same date of the rent for the then remaining lease term of the lease agreement, and (iii) any incidental damages allowed under Section 2A-530, less expenses saved in consequence of the lessee's default.

(2) Except as provided in subsection (3), the lessor shall
hold for the lessee for the remaining lease term of the lease
agreement any goods that have been identified to the lease
contract and are in the lessor's control.(3) The lessor may dispose of the goods at any time
before collection of the judgment for damages obtained pursuant
to subsection (1). If the disposition is before the end of the remaining
lease term of the lease agreement, the lessor's recovery against the lessee
for damages is governed by Section 2A-527 or 2A-528, and the lessor will
cause an appropriate credit to be provided against a judgment for damages
to the extent that the amount of the judgment exceeds the recovery
available pursuant to Section 2A-527 or 2A-528.(4) Payment of the judgment for damages obtained
pursuant to subsection (1) entitles the lessee to the use and
possession of the goods not then disposed of for the remaining
lease term of and in accordance with the lease agreement.(5) After a lessee has wrongfully rejected or revoked
acceptance of goods, has failed to pay rent then due, or has
repudiated (Section 2A-402), a lessor who is held not entitled to
rent under this Section must nevertheless be awarded damages
for nonacceptance under Sections 2A-527 and 2A-528.(Source: P.A. 87-493.)

810 ILCS 5/2A-530

(810 ILCS 5/2A-530)(from Ch. 26, par. 2A-530)Sec. 2A-530. Lessor's incidental damages. Incidental damages to an aggrieved lessor include any
commercially reasonable charges, expenses, or commissions
incurred in stopping delivery, in the transportation, care and
custody of goods after the lessee's default, in connection with
return or disposition of the goods, or otherwise resulting from
the default.(Source: P.A. 87-493.)

810 ILCS 5/2A-531

(810 ILCS 5/2A-531)(from Ch. 26, par. 2A-531)Sec. 2A-531. Standing to sue third parties for injury
to goods.(1) If a third party so deals with goods that have been
identified to a lease contract as to cause actionable injury to a
party to the lease contract (a) the lessor has a right of action
against the third party, and (b) the lessee also has a right of
action against the third party if the lessee:(i) has a security interest in the goods;(ii) has an insurable interest in the goods; or(iii) bears the risk of loss under the lease contract

or has since the injury assumed that risk as against the lessor and the goods have been converted or destroyed.

(2) If at the time of the injury the party plaintiff did not
bear the risk of loss as against the other party to the lease
contract and there is no arrangement between them for
disposition of the recovery, his or her suit or settlement,
subject to his or her own interest, is as a fiduciary for the
other party to the lease contract.(3) Either party with the consent of the other may sue
for the benefit of whom it may concern.(Source: P.A. 87-493.)

810 ILCS 5/2A-532

(810 ILCS 5/2A-532)(from Ch. 26, par. 2A-532)Sec. 2A-532. Lessor's rights to residual interest. In addition to any
other recovery permitted by this Article or other law, the lessor may
recover from the lessee an amount that will fully compensate the lessor for
any loss of or damage to the lessor's residual interest in the goods caused
by the default of the lessee.(Source: P.A. 87-493.)